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EXHIBIT 4.65
MCK
Loan No. T0364
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this "Pledge Agreement") is made as of April 20,
1995, by and between MERCURY CELLULAR TELEPHONE COMPANY, as pledgor (the
"Pledgor"), and COBANK, ACB, as pledgee ("CoBank").
R E C I T A L S:
WHEREAS, the Pledgor owns 100% of the capital stock of Mercury Cellular
of Kansas, Inc. (the "Borrower"); and
WHEREAS, CoBank and the Borrower have entered into that certain Loan
Agreement, dated of even date herewith (as the same may be amended,
supplemented, extended or restated from time to time, the "Loan Agreement"),
providing for a loan of up to $17,100,000 (the "Loan"); and
WHEREAS, as an inducement to CoBank to execute the Loan Agreement and to
make the Loan, the Pledgor has made that certain Limited Recourse Continuing
Guaranty, dated as of even date herewith (as the same may be amended,
supplemented, extended or restated from time to time, the "MCTC Limited
Recourse Guaranty"), for the benefit of CoBank; and
WHEREAS, to secure the Pledgor's obligations to CoBank under the MCTC
Limited Recourse Guaranty and the "Obligations" (as therein defined), the
Pledgor has agreed to pledge to CoBank the hereinafter defined Pledged
Collateral on the terms and conditions set forth in this Pledge Agreement;
NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, the Pledgor and CoBank agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms used in this Pledge Agreement,
unless otherwise defined herein, shall have the meanings assigned to them in
the Loan Agreement.
SECTION 2. PLEDGE. To secure the payment or performance of the
Obligations, including, without limitation, the payment of all principal,
interest and other amounts becoming due and payable, whether by acceleration or
otherwise, under the Note and the performance by the Pledgor under the MCTC
Limited Recourse Guaranty (collectively, including the Obligations, the
"Secured Obligations"), the Pledgor hereby pledges, hypothecates, assigns,
transfers, sets over and delivers unto CoBank, and grants to CoBank a lien upon
and a security interest in (a) all now owned or hereafter acquired capital
stock of the Borrower; and (b) any cash, additional shares or securities or
other property at any
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time and from time to time receivable or otherwise distributable in respect of,
in exchange for, or in liquidation of, any and all such stock, together with
the proceeds thereof (all such shares, capital stock, securities, cash,
property and other proceeds thereof, collectively, the "Pledged Collateral").
Upon delivery to CoBank, (i) any securities now or hereafter included in the
Pledged Collateral (the "Pledged Securities") shall be accompanied by duly
executed stock powers in blank and by such other instruments or documents as
CoBank or its counsel may reasonably request and (ii) all other property
comprising part of the Pledged Collateral shall be accompanied by proper
instruments of assignment duly executed by the Pledgor and by such other
instruments or documents as CoBank or its counsel may reasonably request. Each
delivery of certificates for such Pledged Securities shall be accompanied by a
schedule showing the number of shares and the numbers of the certificates
therefor, theretofore and then being pledged hereunder, which schedules shall
be attached hereto as Schedule 1 and made a part hereof. Each schedule so
delivered shall supersede any prior schedules so delivered.
TO HAVE AND TO HOLD the Pledged Collateral, together with all rights,
titles, interests, powers, privileges and preferences pertaining or incidental
thereto, unto CoBank, its successors and assigns, forever, subject, however, to
the terms, covenants and conditions hereinafter set forth.
SECTION 3. REPRESENTATIONS AND WARRANTIES. The Pledgor hereby represents
and warrants that, except for security interests granted to CoBank, including
the interest herein given, the Pledgor is the legal, equitable and beneficial
owner of the Pledged Collateral, holds the same free and clear of all liens,
charges, encumbrances and security interests of every kind and nature, and will
make no voluntary assignment, pledge, mortgage, hypothecation or transfer of
the Pledged Collateral (except as may be permitted under this Pledge Agreement
with respect to cash dividends); that the Pledgor has good right and legal
authority to pledge the Pledged Collateral in the manner hereby done or
contemplated and will defend its title thereto against the claims of all
persons whomsoever; that the execution and delivery of this Pledge Agreement,
and the performance of its terms, will not result in any violation of any
provision of the Pledgor's articles of incorporation or bylaws, or violate or
constitute a default under the terms of any agreement, indenture or other
instrument, license, judgment, decree, order, law, statute, ordinance or other
governmental rule or regulation applicable to the Pledgor or any of the
Pledgor's property; that no approval, consent or authorization of any
governmental or regulatory authority which has not heretofore been obtained is
necessary for the execution or delivery by the Pledgor of this Pledge Agreement
or for the performance by the Pledgor of any of the terms or conditions hereof
or thereof; and that this pledge is effective to vest in CoBank the rights of
the Pledgor in the Pledged Collateral as set forth herein.
SECTION 4. STOCK OF THE BORROWER. The Pledgor represents that it is the
registered and beneficial owner of the shares and percentage of the capital
stock of the Borrower set forth on Schedule 1 hereto, which stock is owned free
and clear of all liens, warrants,
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options, rights to purchase, rights of first refusal and other interests of any
person other than CoBank. The outstanding capital stock of the Borrower has
been duly authorized and is validly issued, fully paid and non-assessable.
SECTION 5. ADDITIONAL SHARES OF CAPITAL STOCK; TRANSFER. Without the
prior written consent of CoBank, the Pledgor will not (a) consent to or approve
of the issuance of any additional shares of any class of capital stock by the
Borrower or to any options, subscription rights, warrants or other instruments
in respect thereof, (b) consent to or approve of the establishment of any
additional class or classes of capital stock by the Borrower or the issuance of
any shares thereunder, (c) consent to or approve of any merger, consolidation,
reorganization or any sale or lease of substantially all the assets of the
Borrower, or (d) consent to or approve the repurchase or redemption by the
Borrower of any of its capital stock.
SECTION 6. COVENANTS WITH RESPECT TO COLLATERAL. The Pledgor hereby
covenants and agrees with respect to the Pledged Collateral as follows:
(A) The Pledgor will cause any additional securities issued by
the Borrower or property issued by the Borrower with respect to the
Pledged Collateral, whether for value paid by the Pledgor or otherwise,
to be forthwith deposited and pledged hereunder and delivered to CoBank,
in each case accompanied by proper instruments of assignment duly
executed; and
(B) The Pledgor will defend its title to the Pledged
Collateral against the claims of all persons whomsoever.
SECTION 7. VOTING RIGHTS; DIVIDENDS; ETC.
(A) In the absence of the occurrence of an Event of Default.
In the absence of the occurrence and continuation of an Event of Default
(as hereinafter defined):
(i) The Pledgor shall be entitled to exercise any and
all voting and/or consensual rights and powers accruing to an
owner of the Pledged Securities or any part thereof for any
purpose not inconsistent with the terms of this Pledge Agreement
(including Section 5) or any agreement giving rise to any of the
Obligations; provided, that the Pledgor shall not exercise, or
refrain from exercising, any such right or power if any such
action would have a material adverse effect on the value of such
Pledged Securities or any part thereof;
(ii) Beyond the exercise of reasonable care to assure
the safe custody of the Pledged Collateral while held hereunder,
CoBank shall have no
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duty or liability to preserve rights pertaining thereto and shall
be relieved of all responsibility for the Pledged Collateral upon
surrendering it or tendering surrender of it to the Pledgor;
(iii) The Pledgor shall not be entitled to retain cash
dividends paid on Pledged Securities without the prior written
consent of CoBank if such payment is in violation of the
limitations on dividends set forth in Section 14(J) of the Loan
Agreement. CoBank may require any such cash dividends to be
delivered to CoBank as additional security hereunder or applied
toward the satisfaction of the Secured Obligations;
(iv) Any and all stock and/or liquidating dividends, other
distributions in property, return of capital or other
distributions made on or in respect of Pledged Securities,
whether resulting from an increase or reduction of capital, a
subdivision, combination or reclassification of outstanding
capital stock of any corporation, capital stock of which is
pledged hereunder, or received in exchange for Pledged Securities
or any part thereof or as a result of any merger, consolidation,
acquisition, spin-off, split-off or options, warrants, or
rights, whether as an addition to, or in substitution or in
exchange for, any of the Pledged Collateral, or otherwise, or
dividends or distribution of any sort, or other exchange of
assets or on the liquidation, whether voluntary or involuntary,
of any issuer of the Pledged Securities, or otherwise, shall be
and become part, of the Pledged Collateral pledged hereunder and,
if received by the Pledgor, then the Pledgor shall accept the
same as CoBank's agent, in trust for CoBank, and shall deliver
them forthwith to CoBank in the exact form received with, as
applicable, the Pledgor's endorsement when necessary, or
appropriate stock powers duly executed in blank, to be held by
CoBank, subject to the terms hereof; as part of the Pledged
Collateral; and
(v) CoBank shall execute and deliver to the Pledgor, or
cause to be executed and delivered to the Pledgor, as
appropriate, all such proxies, powers of attorney, dividend
orders and other instruments as the Pledgor reasonably may
request for the purpose of enabling the Pledgor to exercise the
voting and/or consensual rights and powers which the Pledgor is
entitled to exercise pursuant to paragraph (A)(i) above and/or to
receive any dividends which the Pledgor is authorized to retain
pursuant to paragraph (A)(iii) above.
(B) Upon Default. Upon the occurrence of an Event of Default,
all rights of the Pledgor to exercise the voting and/or consensual
rights and powers which the Pledgor is entitled to exercise pursuant to
paragraph (A)(i) above shall become vested in CoBank upon one day's
prior written notice, which shall have the sole and exclusive right and
authority to exercise such voting and/or consensual rights and
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powers which the Pledgor shall otherwise be entitled to exercise
pursuant to paragraph (A)(i) above. Upon the occurrence of an Event of
Default, all dividends shall be delivered to CoBank as additional
security hereunder or applied toward satisfaction of the Secured
Obligations.
SECTION 8. REMEDIES UPON DEFAULT. If an Event of Default shall have
occurred and be continuing, CoBank may sell, assign, transfer, endorse and
deliver the whole or, from time to time, any part of the Pledged Collateral at
public or private sale or on any securities exchange, for cash, upon credit or
for other property, for immediate or future delivery, and for such prices and
on such terms as CoBank in its discretion shall deem appropriate. CoBank shall
be authorized at any sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing the Pledged Collateral for their own account in compliance
with the Securities Act of 1933, and upon consummation of any such sale CoBank
shall have the right to assign, transfer, endorse and deliver to the purchaser
or purchasers thereof the Pledged Collateral so sold. Each such purchaser at
any such sale shall hold the property sold absolutely free from any claim or
right on the part of the Pledgor, and the Pledgor hereby waives (to the extent
permitted by law) all rights of redemption, stay and/or appraisal which the
Pledgor now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. CoBank shall give the Pledgor ten
(10) days' written notice (which the Pledgor agrees is reasonable notification
within the meaning of Section 9-504(3) of the Uniform Commercial Code as in
effect in the State of Kansas) of CoBank's intention to make any such public or
private sale or sales on any such securities exchange. Such notice, in case of
public sale, shall state the time and place for such sale, and, in the case of
sale on a securities exchange, shall state the exchange at which such sale is
to be made and the day on which the Pledged Collateral, or portion thereof,
will first be offered for sale at such exchange. Any such public sale shall be
held at such time or times within ordinary business hours and at such place or
places as CoBank may fix and shall state in the notice or publication (if any)
of such sale.
At any such sale, the Pledged Collateral, or portion thereof to be sold,
may be sold in one lot as an entirety or in separate portions, as CoBank in its
sole discretion may determine. CoBank shall not be obligated to make any sale
of the Pledged Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of the Pledged Collateral may have been given. At any
public sale made pursuant to this Pledge Agreement, CoBank may bid for or
purchase, free from any right of redemption, stay and/or appraisal on the part
of the Pledgor (all said rights being also hereby waived and released to the
extent permitted by law), any part of or all the Pledged Collateral offered for
sale and may make payment on account thereof by using any claim then due and
payable to CoBank from the Pledgor as a credit against the purchase price, and
CoBank may, upon compliance with the terms of sale, hold, retain and dispose of
such property without further accountability to the Pledgor therefor. For
purposes hereof, a written agreement to purchase all or any part of the Pledged
Collateral shall be treated as a sale thereof; to the extent permitted by
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law, CoBank shall be free to carry out such sale pursuant to such agreement and
the Pledgor shall not be entitled to the return of any Pledged Collateral
subject thereto, notwithstanding the fact that after CoBank shall have entered
into such an agreement all Events of Default may have been remedied or the
Secured Obligations may have been paid in full. As an alternative to exercising
the power of sale herein conferred upon it, CoBank may proceed by suit or suits
at law or in equity to foreclose this Pledge Agreement and may sell the Pledged
Collateral or any portion thereof pursuant to judgment or decree of a court or
courts having competent jurisdiction. Any sale pursuant to this Section 8 shall
be deemed to conform to commercially reasonable standards as provided in
Section 9-504(3) of the Uniform Commercial Code as in effect in the State of
Kansas.
SECTION 9. COBANK APPOINTED ATTORNEY-IN-FACT. The Pledgor hereby
constitutes and appoints CoBank during the term of any of the Secured
Obligations the attorney-in-fact of the Pledgor which appointment is
irrevocable and shall be an agency coupled with an interest. This power of
attorney is for the purpose, upon the occurrence of an Event of Default, of
carrying out the provisions of this Pledge Agreement and taking any action and
executing any instrument which CoBank may deem necessary or advisable to
accomplish the purposes hereof. Without limiting the generality of the
foregoing, CoBank shall have the right, after the occurrence of an Event of
Default, with full power of substitution either in CoBank's name or in the name
of the Pledgor, to ask for, demand, ▇▇▇ for, collect, receive, receipt and give
acquittance for any and all moneys due or to become due under and by virtue of
any Pledged Collateral, to endorse checks, drafts, orders and other instruments
for the payment of money payable to the Pledgor, representing any interest or
dividend or other distribution payable in respect of the Pledged Collateral or
any part thereof or on account thereof and to give full discharge for the same,
to settle, compromise, prosecute, or defend any action, claim or proceeding
with respect thereto, and to sell, assign, endorse, pledge, transfer and make
any agreement respecting, or otherwise deal with, the same; provided, however,
that nothing herein contained shall be construed as requiring or obligating
CoBank to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by it, or to present or file any claim or
notice, or to take any action with respect to the Pledged Collateral or any
part thereof or the moneys due or to become due in respect thereof or any
property covered thereby, and no action taken by CoBank or omitted to be taken
with respect to the Pledged Collateral or any part thereof shall give rise to
any defense, counterclaim or offset in favor of the Pledgor or to any claim or
action against CoBank.
SECTION 10. EVENT OF DEFAULT. For purposes of this Pledge Agreement, an
"Event of Default" shall exist hereunder upon the happening of any of the
following events:
(i) any Event of Default under any of the Loan Documents; or
(ii) any written representation or warranty made in the
MCTC Limited Recourse Guaranty or in connection with this Pledge
Agreement shall
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prove to have been false or misleading in any material respect as
of the date made; or
(iii) the Pledgor shall default in the performance or
observance of any provisions of this Pledge Agreement; provided,
however, that in the event any default in the performance or
observance of Section 6(B) has occurred, such default has
continued for a period of thirty (30) days; or
(iv) the Pledgor from and after the date hereof shall, or
shall attempt to, encumber, subject to any further pledge or
security interest, sell, transfer or otherwise dispose of any of
the Pledged Collateral or any interest therein except as
otherwise permitted herein, or any of the Pledged Collateral
shall be attached or levied upon or seized in any legal
proceedings, or held by virtue of any lien; or
(v) this Pledge Agreement shall not or shall no longer
be effective in granting to CoBank a first priority perfected
lien on the Pledged Collateral.
SECTION 11. APPLICATION OF PROCEEDS OF SALE AND CASH. The proceeds of
any sale of the whole or any part of the Pledged Collateral, together with any
other moneys held by CoBank under the provisions of this Pledge Agreement,
shall be applied by CoBank as follows:
First: to the payment of all reasonable costs and expenses
incurred by CoBank in connection herewith, including but not limited to,
all court costs and the fees and disbursements of counsel for CoBank in
connection herewith, and to the repayment of all advances made by CoBank
hereunder for the account of the Pledgor, and the payment of all
reasonable costs and expenses paid or incurred by CoBank in connection
with the exercise of any right or remedy hereunder; and
Second: to the payment in full of the Secured Obligations.
Any amounts remaining after such application shall be promptly remitted to the
Pledgor, its successors, legal representatives or assigns, or as otherwise
provided by law.
SECTION 12. FURTHER ASSURANCES. The Pledgor agrees that it will join
with CoBank in executing and will file or record such notices, financing
statements or other documents as may be necessary to the perfection of the
security interest of CoBank hereunder, and as CoBank or its counsel may
reasonably request, such instruments to be in form and substance satisfactory
to CoBank and its counsel, and that the Pledgor will do such further acts and
things and execute and deliver to CoBank such additional conveyances,
assignments, agreements and instruments as CoBank may at any time reasonably
request in connection with the administration and enforcement of this Pledge
Agreement or relative to the Pledged
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Collateral or any part thereof or in order to assure and confirm unto CoBank
its rights, powers and remedies hereunder. The Pledgor shall notify CoBank in
writing promptly upon its acquisition of capital stock of the Borrower and
shall execute and deliver to CoBank, upon request, an amendment to this Pledge
Agreement or such other instruments as CoBank may request together with
certificates evidencing such capital stock accompanied by stock transfer powers
executed in blank, and shall take such other action requested by CoBank to
effectuate the pledge of such capital stock to CoBank in accordance with the
provisions of this Pledge Agreement.
SECTION 13. NO WAIVER; ELECTION OF REMEDIES. No course of dealing
between the Pledgor and CoBank or failure on the part of CoBank to exercise,
and no delay on its part in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power, or remedy preclude any other or the further exercise
thereof or the exercise of any other right, power or remedy. All remedies
hereunder or under any of the Loan Documents are cumulative and in addition to
and are not exclusive of any other remedies provided by law. No enforcement of
any remedy shall constitute an election of remedies.
SECTION 14. GOVERNING LAW; AMENDMENTS. Except to the extent governed by
applicable federal law, this Pledge Agreement shall be governed by and
construed in accordance with the laws of the State of Kansas without reference
to choice of law doctrine. This Pledge Agreement may not be amended or modified
nor may any of the Pledged Collateral be released, except in writing signed by
the parties hereto.
SECTION 15. CONSENT TO JURISDICTION; REGISTERED AGENT. The Pledgor agrees
that any legal action or proceeding with respect to this Pledge Agreement may
be brought in the courts of the States of Kansas or Louisiana or the United
States of America for the Western District of Louisiana or the District of
Kansas, all as CoBank may elect. By execution of this Pledge Agreement, the
Pledgor hereby submits to each such jurisdiction, hereby expressly waiving any
objection it may have to the laying of venue by reason of its present or future
domicile. Nothing herein shall affect the right of CoBank to commence legal
proceedings or otherwise proceed against the Pledgor in any other jurisdiction
or to serve process in any manner permitted or required by law. The Pledgor
further agrees to maintain a registered agent in the State of Kansas and will
notify CoBank in writing of such registered agent's name and address and of any
changes in such name or address.
SECTION 16. BINDING AGREEMENT; ASSIGNMENT. This Pledge Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and inure to the
benefit of CoBank and to all holders of the indebtedness secured hereby and
their respective successors and assigns and to the Pledgor and its successors,
legal representatives and assigns, except that the Pledgor shall not be
permitted to assign this Pledge Agreement or any interest herein or in the
Pledged Collateral, or any part thereof, or any cash or property held by CoBank
as collateral under this Pledge Agreement. No notice to or demand on the
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Pledgor shall entitle the Pledgor to any other or further notice or demand in
the same, similar or other circumstances.
SECTION 17. NOTICES. All notices hereunder shall be deemed to be duly
given upon delivery in the form and manner set forth in Section 7(E) of the
MCTC Limited Recourse Guaranty to the parties at the following addresses (or
such other address for a party as shall be specified by like notice):
If to the Pledgor, as follows: Mercury Cellular Telephone Company
One Lakeshore Drive, Suite 1495
▇.▇. ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇; cc: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to CoBank, as follows: CoBank, ACB
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Rural Utility Banking Group
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
SECTION 18. HEADINGS. Section headings used herein are for convenience
only and are not to affect the construction of or be taken into consideration
in interpreting this Pledge Agreement.
SECTION 19. COUNTERPARTS. This Pledge Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which when taken together constitute but one and the same instrument.
SECTION 20. SEVERABILITY. If any one or more of the provisions contained
herein shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Pledge Agreement, but this Pledge Agreement shall
be construed as if such invalid, illegal or unenforceable provisions had not
been contained herein.
SECTION 21. WAIVER OF SUBROGATION. The Pledgor hereby irrevocably waives
any and all rights it may have to enforce any of CoBank's rights or remedies or
participate in any security now or hereafter held by CoBank, and any and all
such other rights of subrogation, reimbursement, contribution or
indemnification against the Borrower or any other person having any manner of
liability for the Borrower's obligations to CoBank arising under the Loan
Documents.
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SECTION 22. TERMINATION; REINSTATEMENT. This Pledge Agreement shall
remain in full force and effect until (i) all Secured Obligations have been
paid in full, (ii) CoBank has no further commitment or obligation to make
advances to be secured hereby, and (iii) any preference period applicable to
payments made on or security given for the Secured Obligations has expired
under applicable bankruptcy and insolvency laws, at which time the Pledgor may
request a written instrument of termination be executed and delivered by a duly
authorized officer of CoBank. If so terminated, this Pledge Agreement and the
Pledgor's obligations hereunder shall be automatically reinstated if at any
time payment in whole or in part of any of the Secured Obligations is rescinded
or restored to the Borrower or other payor or guarantor of the Secured
Obligations, or must be paid to any other person, upon the insolvency,
bankruptcy, liquidation, dissolution or reorganization of the Borrower or other
payor or guarantor of the Secured Obligations, all as though such payment had
not been made.
SECTION 23. FCC MATTERS. Notwithstanding any other provision of this
Pledge Agreement:
(A) Any foreclosure on, sale, transfer or other disposition
of, or the exercise or relinquishment of any right to vote or consent with
respect to, any of the Pledged Collateral by CoBank shall be pursuant to
Section 310(d) of the Communications Act of 1934, as amended, and the
applicable rules and regulations thereunder, and, if and to the extent required
thereby, subject to the prior approval or notice to and non-opposition of the
FCC.
(B) If an Event of Default shall have occurred and be
continuing, the Pledgor shall take any action, and shall cause the Borrower to
take any action, which CoBank may reasonably request in order to transfer and
assign to CoBank, or to such one or more third parties as CoBank may designate,
or to a combination of the foregoing, each FCC license or permit owned by the
Borrower. CoBank is empowered, to the extent permitted by applicable law, to
request the appointment of a receiver from any court of competent jurisdiction.
Such receiver may be instructed by CoBank to seek from the FCC an involuntary
transfer of control of each such FCC license or permit for the purpose of
seeking a bona fide purchaser to whom control will ultimately be transferred.
The Pledgor hereby agrees to authorize such an involuntary transfer of control
upon the request of the receiver so appointed and, if the Pledgor shall refuse
to authorize the transfer, its approval may be required by the court. Upon the
occurrence and during the continuance of an Event of Default, the Pledgor shall
further use its best efforts to assist in obtaining approval of the FCC and any
state regulatory bodies, if required, for any action or transactions
contemplated by this Pledge Agreement, including, without limitation, the
preparation, execution and filing with the FCC and any state regulatory bodies
of the assignor's or transferor's portion of any application or applications
for consent to the assignment of any FCC license or permit or transfer of
control necessary or appropriate under the rules and regulations of the FCC or
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any state regulatory body for approval or non-opposition of the transfer or
assignment of any portion of the Pledged Collateral, together with any FCC
license or permit.
(C) The Pledgor acknowledges that the assignment or transfer
of each FCC license or permit is integral to CoBank's realization of the value
of the Pledged Collateral, that there is no adequate remedy at law for failure
by the Pledgor to comply with the provisions of this Section 23 and that such
failure would not be adequately compensable in damages, and therefore agrees,
without limiting the right of CoBank to seek and obtain specific performance of
other obligations of the Pledgor contained in this Pledge Agreement, that the
agreements contained in this Section 23 may be specifically enforced.
(D) In accordance with the requirements of 47 C.F.R. Section
22.917, or any successor provision thereto, CoBank shall notify the Pledgor and
the FCC in writing at least ten (10) days prior to the date on which CoBank
intends to exercise its rights, pursuant to this Pledge Agreement or any of the
other Loan Documents, by foreclosing on, or otherwise disposing of, any Pledged
Collateral in connection with which such notice is required pursuant to 47
C.F.R. Section 22.917 or any successor provision thereto.
IN WITNESS WHEREOF, the Pledgor has caused the Pledge Agreement to be
executed and attested under seal and delivered, and CoBank has caused this
Pledge Agreement to be executed and delivered, each by its duly authorized
officers, as of the date first above shown.
COBANK, ACB MERCURY CELLULAR TELEPHONE COMPANY
By:/s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------- ---------------------------------
Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President Title: President
Attest:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
[CORPORATE SEAL]
-11-
12
SCHEDULE 1
TO
PLEDGE AGREEMENT
Number of Percentage of Total
Shares Owned Certificate Outstanding Shares
Entity by the Pledgor Number(s) Owned by the Pledgor
------------- --------------- ----------- ---------------------
Mercury Cellular 10 1 100%
of Kansas, Inc.
